SEC Form 4 · accession 0001140361-16-078624

Relypsa Inc · RLYP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Wilhelm Stahl

Officer — SVP, Chief Technology Officer

Period of report

Sep 1, 2016

Accepted (ET)

Sep 2, 2016 · 12:32 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001416792

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Sep 1, 2016	A	2,917	$0.00	A	17,646	D
Common Stock	Sep 1, 2016	U	3,479	$32.00	D	14,167	D
Common Stock	Sep 1, 2016	D	14,167	$32.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F4	$18.87	Sep 1, 2016	A	11,667	A	Sep 1, 2016	Nov 5, 2025	Common Stock	11,667	17,500	D
Stock Option (Right to Buy)^F3	$18.87	Sep 1, 2016	D	17,500	D	—	Nov 5, 2025	Common Stock	17,500	0	D
Stock Option (Right to Buy)^F3	$3.96	Sep 1, 2016	D	27,759	D	—	Sep 13, 2021	Common Stock	27,759	0	D
Stock Option (Right to Buy)^F3	$3.96	Sep 1, 2016	D	46,597	D	—	Sep 27, 2022	Common Stock	46,597	0	D
Stock Option (Right to Buy)^F3	$7.40	Sep 1, 2016	D	37,789	D	—	Jul 23, 2023	Common Stock	37,789	0	D
Stock Option (Right to Buy)^F3	$27.21	Sep 1, 2016	D	24,500	D	—	Aug 13, 2024	Common Stock	24,500	0	D
Stock Option (Right to Buy)^F3	$28.38	Sep 1, 2016	D	24,500	D	—	Aug 9, 2025	Common Stock	24,500	0	D

Explanation of responses

F1On November 6, 2015, the Reporting Person was granted 4,375 Restricted Stock Units to vest upon achievement of certain performance-based milestones (the "Performance RSUs"). On June 3, 2016, 1/3rd of the Performance RSUs vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining Performance RSUs accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent.
F2Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.
F3Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price.
F4On November 6, 2015, the Reporting Person was granted an option to purchase 17,500 shares of Common Stock to vest in three equal tranches upon achievement of certain performance-based milestones (the "Performance Option"). On June 3, 2016, 1/3rd of the Performance Option vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining unvested shares subject to the Performance Option accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Merger Agreement.